Lim Jinn Tonn Zanelle v Royal Amulet Pte Ltd: Winding Up Application & Solicitor Appointment Dispute
In the case of Lim Jinn Tonn Zanelle v Royal Amulet Pte Ltd, the Singapore High Court addressed a winding-up application by Zanelle Lim Jinn Tonn against Royal Amulet Pte Ltd, based on the breakdown of trust between the company's two directors. The court considered the validity of the appointment of the company's solicitors and an application to strike out parts of the claimant's affidavit. The court found the solicitor appointment invalid and struck out the relevant documents. The court also dismissed SUM 1351.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
The court found that the company failed to properly appoint Mahmood Gaznavi Chambers LLC as its solicitors. The Notice of Appointment, the summons in SUM 1351, and Ms. Chua's affidavit in SUM 1351 were struck out. The court also dismissed SUM 1351.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on a winding-up application due to a breakdown in trust and a dispute over the validity of solicitor appointment.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Zanelle Lim Jinn Tonn | Claimant | Individual | Application Granted in Part | Partial | |
| Royal Amulet Pte Ltd | Defendant | Corporation | Application Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judge of the High Court | Yes |
4. Counsels
4. Facts
- The claimant and Ms. Chua are the two directors and shareholders of Royal Amulet Pte Ltd.
- The claimant applied for the winding up of the Company under s 125(1)(i) of the IRDA.
- The claimant sought winding up on the basis that it is “just and equitable that the company be wound up”.
- The relationship of trust and confidence between the claimant and Ms. Chua had broken down.
- Mahmood Gaznavi Chambers LLC filed a Notice of Appointment of Solicitor in the main winding up action.
- The Company applied in SUM 1351 for portions of the claimant’s affidavit to be struck out.
- The claimant took issue with the validity of the appointment of MGC as the Company’s solicitors.
5. Formal Citations
- Lim Jinn Tonn Zanelle v Royal Amulet Pte Ltd, Companies Winding Up No 114 of 2024 (Summonses Nos 1351 and 1460 of 2024), [2024] SGHC 205
6. Timeline
| Date | Event |
|---|---|
| Claimant applied for the winding up of the Company | |
| Mahmood Gaznavi Chambers LLC filed a Notice of Appointment of Solicitor | |
| The Company applied in SUM 1351 for portions of the claimant’s affidavit to be struck out | |
| The claimant filed SUM 1460 applying for the summons in SUM 1351, the 1st affidavit of Ms Chua and the Notice of Appointment to be struck out | |
| Claimant's and Defendant's Written Submissions for HC/SUM 1351/2024 and HC/SUM 1460/2024 | |
| Judgment reserved | |
| Judgment |
7. Legal Issues
- Validity of Solicitor Appointment
- Outcome: The court held that the appointment of MGC as the Company’s solicitors was invalid due to non-compliance with the Company’s memorandum and articles of association.
- Category: Procedural
- Striking Out of Affidavit
- Outcome: The court found that the complained of passages of the claimant’s 1st affidavit relate broadly to the dispute between the parties and dismissed SUM 1351.
- Category: Procedural
- Winding Up on Just and Equitable Grounds
- Outcome: The court considered the application for winding up on just and equitable grounds.
- Category: Substantive
8. Remedies Sought
- Winding up of the company
9. Cause of Actions
- Winding up on just and equitable grounds
10. Practice Areas
- Commercial Litigation
- Insolvency
- Winding Up
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Credit Development Pte Ltd v IMO Pte Ltd | High Court | Yes | [1993] 1 SLR(R) 68 | Singapore | Cited to interpret the phrase 'the business of the company' to include the appointment of solicitors on the company’s behalf. |
| Hely-Hutchinson v Brayhead Ltd and another | Queen's Bench | Yes | [1968] 1 QB 549 | England and Wales | Cited for the definition of express and implied actual authority. |
| Re Goodwealth Trading Pte Ltd | High Court | Yes | [1990] 2 SLR(R) 691 | Singapore | Cited regarding a company’s right to legal representation when there is a dispute between the only two shareholders. |
| Audi Construction Pte Ltd v Kian Hiap Construction Pte Ltd | Court of Appeal | Yes | [2018] 1 SLR 317 | Singapore | Cited for the clarification of waiver by election and waiver by estoppel. |
| Re X Diamond Capital Pte Ltd (Metech International Ltd, non-party) | High Court | Yes | [2024] 3 SLR 913 | Singapore | Cited for the principles relating to O 41 r 6 of the ROC 2014 are applicable in the interpretation of r 21 of the CIR Rules. |
| Rockline Ltd and others v Anil Thadani and others | High Court | Yes | [2009] SGHC 209 | Singapore | Cited for the principle that assertions of dishonesty or impropriety are not scandalous if they are relevant to the issues at trial. |
| Chow Kwok Chuen v Chow Kwok Chi and another | Court of Appeal | Yes | [2008] 4 SLR(R) 362 | Singapore | Cited for the principle that the grounds for “just and equitable” winding up were not a closed list. |
| Sim Yong Kim v Evenstar Investments Pte Ltd | High Court | Yes | [2006] 3 SLR(R) 827 | Singapore | Cited for the principle that the grounds for “just and equitable” winding up were not a closed list. |
| Summit Co (S) Pte Ltd v Pacific Biosciences Pte Ltd | High Court | Yes | [2007] 1 SLR(R) 46 | Singapore | Cited for the principle that the determination of whether a company should be wound up on just and equitable grounds would involve an objective consideration of all the relevant facts and circumstances which subsists at the time the order is made. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Just and equitable grounds
- Solicitor appointment
- Memorandum and articles of association
- Express authority
- Implied authority
- Waiver
- Estoppel
- Locus standi
15.2 Keywords
- Winding up
- Solicitor appointment
- Insolvency
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Insolvency Law | 90 |
| Restructuring and Dissolution | 80 |
| Striking out | 70 |
| Commercial Disputes | 60 |
| Jurisdiction | 50 |
| Evidence Law | 40 |
| Litigation | 35 |
| Duty of Candour | 30 |
| Fiduciary Duties | 25 |
| Corporate Litigation | 20 |
| Corporate Law | 15 |
16. Subjects
- Insolvency
- Company Law
- Civil Procedure